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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 10-Q

 


 

Quarterly Report Under Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

For the Fiscal Quarter Ended January 31, 2004

 

Commission File Number 0-12788

 


 

CASEY’S GENERAL STORES, INC.

(Exact name of registrant as specified in its charter)

 


 

IOWA   42-0935283

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification Number)

 

ONE CONVENIENCE BOULEVARD, ANKENY, IOWA

(Address of principal executive offices)

 

50021

(Zip Code)

 

(515) 965-6100

(Registrant’s telephone number, including area code)

 

NONE

(Former name, former address and former fiscal year,

if changed since last report)

 


 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    YES  x    NO  ¨

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act)    YES  x    NO  ¨

 

As of March 4, 2004, the registrant had outstanding 49,992,362 shares of Common Stock, no par value.

 



Table of Contents

CASEY’S GENERAL STORES, INC.

 

INDEX

 

     Page

PART I - FINANCIAL INFORMATION

    

Item 1.

 

Consolidated Financial Statements.

    
   

Consolidated condensed balance sheets - January 31, 2004 and April 30, 2003

   3
   

Consolidated condensed statements of income - three and nine months ended January 31, 2004 and 2003

   5
   

Consolidated condensed statements of cash flows - nine months ended January 31, 2004 and 2003

   6
   

Notes to consolidated condensed financial statements

   8

Item 2.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

   10

Item 3.

 

Quantitative and Qualitative Disclosure about Market Risk.

   19

Item 4.

 

Controls and Procedures

   20

PART II - OTHER INFORMATION

    

Item 1.

 

Legal Proceedings.

   21

Item 6.

 

Exhibits and Reports on Form 8-K.

   21

SIGNATURE

       24

 

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PART I - FINANCIAL INFORMATION

 

Item 1. Consolidated Financial Statements.

 

CASEY’S GENERAL STORES, INC. AND SUBSIDIARIES

CONSOLIDATED CONDENSED BALANCE SHEETS

(Dollars in Thousands)

 

    

January 31,
2004

(Unaudited)


   April 30,
2003


ASSETS

           

Current assets:

           

Cash and cash equivalents

   $ 46,219    40,544

Receivables

     5,427    5,742

Inventories

     72,976    65,259

Prepaid expenses

     4,883    4,590

Income tax receivable

     9,091    2,161
    

  

Total current assets

     138,596    118,296
    

  

Other assets

     1,035    808

Property and equipment, net of accumulated depreciation January 31, 2004, $400,003 April 30, 2003, $368,123

     676,710    657,643
    

  
     $ 816,341    776,747
    

  

 

See notes to unaudited consolidated condensed financial statements.

 

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CASEY’S GENERAL STORES, INC. AND SUBSIDIARIES

CONSOLIDATED CONDENSED BALANCE SHEETS

(Continued)

(Dollars in Thousands)

 

    

January 31,

2004

(Unaudited)


  

April 30,

2003


LIABILITIES AND SHAREHOLDERS’ EQUITY

           

Current liabilities:

           

Current maturities of long-term debt

   $ 25,889    19,897

Accounts payable

     73,535    64,880

Accrued expenses

     28,701    32,561
    

  

Total current liabilities

     128,125    117,338
    

  

Long-term debt, net of current maturities

     147,490    162,394

Deferred income taxes

     95,121    86,871

Deferred compensation

     5,247    4,484
    

  

Total liabilities

     375,983    371,087
    

  

Shareholders’ equity

           

Preferred stock, no par value

     —      —  

Common stock, no par value

     43,807    40,008

Retained earnings

     396,551    365,652
    

  

Total shareholders’ equity

     440,358    405,660
    

  
     $ 816,341    776,747
    

  

 

See notes to unaudited consolidated condensed financial statements.

 

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CASEY’S GENERAL STORES, INC. AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF INCOME

(Unaudited)

(Dollars in Thousands, except per share amounts)

 

    

Three Months Ended

January 31,


  

Nine Months Ended

January 31,


     2004

    2003

   2004

   2003

Net sales

   $ 544,951     511,948    1,765,266    1,610,925

Franchise revenue

     394     589    1,360    1,946
    


 
  
  
       545,345     512,537    1,766,626    1,612,871
    


 
  
  

Cost of goods sold

     449,292     413,020    1,438,466    1,294,535

Operating expenses

     75,898     71,732    230,612    218,680

Depreciation and amortization

     12,460     11,921    36,942    35,316

Interest, net

     2,989     3,270    9,290    9,800
    


 
  
  
       540,639     499,943    1,715,310    1,558,331
    


 
  
  

Income before income taxes

     4,706     12,594    51,316    54,540

Federal and state income taxes (benefit)

     (1,135 )   4,685    15,878    20,289
    


 
  
  

Net income

   $ 5,841     7,909    35,438    34,251
    


 
  
  

Earnings per common share

                      

Basic

   $ .12     .16    .71    .69
    


 
  
  

Diluted

   $ .12     .16    .71    .69
    


 
  
  

 

See notes to unaudited consolidated condensed financial statements.

 

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CASEY’S GENERAL STORES, INC. AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

(Dollars in Thousands)

 

    

Nine Months Ended

January 31,


 
     2004

    2003

 

Cash flows from operations:

              

Net income

   $ 35,438     34,251  

Adjustments to reconcile net income to net cash provided by operations:

              

Depreciation and amortization

     36,942     35,316  

Loss on sale of property and equipment

     918     1,726  

Deferred income taxes

     8,250     6,000  

Changes in assets and liabilities:

              

Receivables

     315     272  

Inventories

     (7,717 )   (14,200 )

Prepaid expenses

     (293 )   (405 )

Accounts payable

     8,655     (12,562 )

Accrued expenses

     (3,860 )   1,395  

Income taxes

     (6,426 )   8,347  

Other, net

     539     110  
    


 

Net cash provided by operations

     72,761     60,250  
    


 

Cash flows from investing:

              

Purchase of property and equipment

     (58,364 )   (49,809 )

Proceeds from sale of property and equipment

     2,820     1,015  

Sale of investments

     —       10  
    


 

Net cash used in investing activities

     (55,544 )   (48,784 )
    


 

 

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CASEY’S GENERAL STORES, INC. AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

(Continued)

(Dollars in Thousands)

 

     Nine Months Ended
January 31,


 
     2004

    2003

 

Cash flows from financing:

              

Payments of long-term debt

     (10,108 )   (8,153 )

Net activity of short-term debt

     —       (2,875 )

Proceeds from exercise of stock options

     3,295     214  

Payments of cash dividends

     (4,729 )   (3,722 )
    


 

Net cash used in financing activities

     (11,542 )   (14,536 )
    


 

Net increase (decrease) in cash and cash equivalents

     5,675     (3,070 )

Cash and cash equivalents at beginning of the year

     40,544     18,946  
    


 

Cash and cash equivalents at end of the quarter

   $ 46,219     15,876  
    


 

 

See notes to unaudited consolidated condensed financial statements.

 

SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION

 

     Nine Months Ended
January 31,


     2004

   2003

Cash paid during the year for Interest, net of amount capitalized

   $ 10,945    11,318

Income taxes

     14,163    5,942

Noncash investing and financing activities

           

Property and equipment acquired through installment purchases

     1,195    530

Increase in common stock and increase in income taxes receivable due to tax benefits related to nonqualified stock options

     504    100

 

See notes to unaudited consolidated condensed financial statements.

 

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CASEY’S GENERAL STORES, INC. AND SUBSIDIARIES

NOTES TO (UNAUDITED) CONSOLIDATED CONDENSED

FINANCIAL STATEMENTS

(Dollars in Thousands)

 

1. The accompanying consolidated condensed financial statements include the accounts and transactions of the Company and its wholly-owned subsidiaries. All material inter-company balances and transactions have been eliminated in consolidation.

 

2. The accompanying consolidated condensed financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. Although management believes that the disclosures are adequate to make the information presented not misleading, it is suggested that these interim consolidated condensed financial statements be read in conjunction with the Company’s most recent audited financial statements and notes thereto. In the opinion of management, the accompanying consolidated condensed financial statements contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the financial position as of January 31, 2004, and the results of operations for the three and nine months ended January 31, 2004 and 2003, and changes in cash flows for the nine months ended January 31, 2004 and 2003. Certain reclassifications were made to balances for the prior year to conform to current year presentation.

 

3. The Company recognizes retail sales of gasoline, grocery and general merchandise, and prepared food at the time of the sale to the customer. Wholesale sales to franchisees are recognized at the time of delivery to the franchise location. Franchise fees, license fees to franchisees, and rent for franchise signage and facades are recognized monthly as earned. Other maintenance services and transportation charges are recognized at the time the service is provided. Vendor rebates are treated as a reduction in cost of sales and are recognized incrementally over the period covered by the applicable rebate agreement.

 

4. The Company accounts for environmental contamination costs in accordance with the Emerging Issues Task Force (EITF) Issue No. 90-8, Capitalization of Costs to Treat Environmental Contamination. EITF No. 90-8 allows these costs to be capitalized if the costs extend the life of the asset or if the costs mitigate or prevent environmental contamination that has yet to occur. The Company also offsets these capitalized costs by any refunds received under the reimbursement programs described under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” herein.

 

5. During the third quarter of fiscal 2004, the Company implemented a change in accounting principle from valuing retail gasoline inventories at the lower of cost or market utilizing the last-in, first-out (LIFO) method to valuing retail gasoline

 

 

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inventories at the lower of cost or market utilizing the first-in, first-out (FIFO) method. This change was adopted because the FIFO method better measures the current value of gasoline inventory, provides a more accurate reflection of the Company’s financial position and more closely matches the actual costs and revenues associated with the sale of gasoline. The April 30, 2003 Consolidated Balance Sheet and the three months ended and the nine months ended January 31, 2003 Consolidated Statement of Operations and nine month ended Consolidated Statement of Cash Flows have been restated to apply the new method retroactively.

 

Due to the change in accounting principle, inventory previously reported as of April 30, 2003 increased $2,250. The balance of retained earnings and taxes payable has also increased by $1,422 and $828, respectively, to reflect retroactive application of this new accounting method. Also, as a result of this change, the effect on the net income previously reported for the three months ended and the nine months ended January 31, 2003 is presented in the following table.

 

    

Three Months Ended

January 31, 2003


  

Nine Months Ended

January 31, 2003


(Dollars in thousands except per share amounts)    As previously
reported


   As restated for
LIFO to FIFO


   As previously
reported


   As restated for
LIFO to FIFO


Net income

   $ 6,967    7,909    32,603    34,251

Earnings per common share

                     

Basic

   $ 0.14    0.16    0.66    0.69

Diluted

   $ 0.14    0.16    0.66    0.69

Weighted average shares outstanding

                     

Basic

     49,650,045         49,639,534     

Diluted

     49,744,468         49,731,502     

 

6. The Company’s effective rate on a year to date basis is expected to be lowered to 35.6% from 36.5% in the prior quarter and 37.2% for the nine months ended January 31, 2003. The provision for the three months ended January 31, 2004 includes a favorable adjustment of approximately $400 due to the year to date effective rate change and one time tax benefits of approximately $2,500. Included in the one time benefit are approximately $200 of tax legislative changes, $1,100 adjusting prior estimated federal and state credits to actual, $500 of available credits and state tax benefits previously not taken, and $700 due to the resolution of tax exposure items.

 

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7. The Company’s financial condition and results of operations are affected by a variety of factors and business influences, certain of which are described in the Cautionary Statement Relating to Forward-Looking Statements filed as Exhibit 99 to the Annual Report on Form 10-K for the fiscal year ended April 30, 2003. These interim consolidated condensed financial statements should be read in conjunction with that Cautionary Statement.

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Dollars in Thousands).

 

Overview

 

Casey’s General Stores, Inc. (“Casey’s”) and its wholly-owned subsidiaries (Casey’s, together with its subsidiaries, are referred to herein as the “Company”), operate convenience stores under the name “Casey’s General Store” in nine Midwestern states, primarily Iowa, Missouri and Illinois. All stores offer gasoline for sale on a self-serve basis and carry a broad selection of food (including freshly prepared foods such as pizza, donuts and sandwiches), beverages, tobacco products, health and beauty aids, automotive products and other non-food items. On January 31, 2004, there were a total of 1,359 Casey’s General Stores in operation, of which 1,314 were owned by the Company and 45 stores were operated by franchisees. A typical store is generally not profitable for its first year of operation due to start-up costs and will usually attain representative levels of sales and profits during its third year of operation.

 

The Company derives its revenue from the retail sale of gasoline and the products offered in Company stores, and from the wholesale sale of certain grocery and general merchandise items and gasoline to franchised stores. The Company also generates a small amount of its revenues from the Company’s franchisees.

 

Approximately 62% of all Casey’s General Stores are located in areas with populations of fewer than 5,000 persons, while approximately 11% of all stores are located in communities with populations exceeding 20,000 persons. The Company operates a central warehouse, the Casey’s Distribution Center, adjacent to its Corporate Headquarters facility in Ankeny, Iowa, through which it supplies grocery and general merchandise items to Company and franchised stores.

 

 

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Total gross profit was down 3.3% to $95.7 million for the quarter and up 3.4% to $327.1 million year to date. Gross profit was adversely affected by third quarter gas and cigarette margins. Rising gasoline costs and poor winter weather contributed to the gas margins, and cigarette sales and tobacco margins were impacted by changes in manufacturers’ wholesale programs and retail display allowances, as well as a continued shift to lower-price brands.

 

During the quarter the Company completed a comprehensive tax review resulting in an adjustment to income tax expense. The Company’s effective rate on a year to date basis is expected to be lowered to 35.6% from 36.5% in the prior quarter and 37.2% for the nine months ended January 31, 2003. The provision for the three months ended January 31, 2004 includes a favorable adjustment of approximately $400 due to the year to date effective rate change and one time tax benefits of approximately $2,500. Included in the one time benefit are approximately $200 of tax legislative changes, $1,100 adjusting prior estimated federal and state credits to actual, $500 of available credits and state tax benefits previously not taken, and $700 due to the resolution of tax exposure items.

 

Three Months Ended January 31, 2004 Compared to Three Months Ended January 31, 2003 (Dollars and Amounts in Thousands)

 

Net sales for the third quarter of fiscal 2004 increased by $33,002 (6.4%) over the comparable period in fiscal 2003. Retail gasoline sales increased by $32,160 (10.3%) as the number of gallons sold increased by 8,627 (3.7%) while the average retail price per gallon increased 6.4%. During this same period, retail sales of grocery and general merchandise increased by $6,060 (3.2%) due to the addition of 39 new Company Stores during the current year and a greater number of stores in operation for at least three years.

 

Cost of goods sold as a percentage of net sales was 82.4% for the third quarter of fiscal 2004, compared to 80.7% for the comparable period in the prior year. The gross profit margins on retail gasoline sales decreased (to 6.4%) during the third quarter of fiscal 2004 from the third quarter of the prior year (8.9%) due to the gross profit margin per gallon decreasing (to $.0906) from the comparable period in the prior year ($.1187). The gross profits on retail sales of grocery and general merchandise increased (to 37.4%) from the comparable period in the prior year (36.9%), primarily due to the increase in sales and margins on specialty merchandise and new age drinks.

 

Operating expenses as a percentage of net sales were 13.9% for the third quarter of fiscal 2004 compared to 14% for the comparable period in the prior year. The decrease in operating expenses as a percentage of net sales was caused primarily by a increase in the average retail price per gallon of gasoline sold. Operating expenses increased 5.8% in

 

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the third quarter of 2004 from the comparable period in the prior year, primarily due to higher insurance costs, increased bank fees resulting from customers’ greater use of credit cards, and the larger number of corporate stores.

 

Income tax expense decreased $5,820 (124.2%). The decrease is primarily due to a reduction of pretax income, as well as a favorable adjustment of approximately $400 due to the year to date effective rate change and one time tax benefits of approximately $2,500 described in the overview section.

 

Net income decreased by $2,068 (26.1%). The decrease in net income was attributable primarily to the decrease in the gross profit margins on retail gasoline sales. Net income declined less than pretax income due to the offset by the income tax benefit recorded during the quarter.

 

Nine Months Ended January 31, 2004 Compared to Nine Months Ended January 31, 2003 (Dollars and Amounts in Thousands)

 

Net sales for the first nine months of fiscal 2004 increased by $154,341 (9.6%) over the comparable period in fiscal 2003. Retail gasoline sales increased by $144,266 (15.2%) as the number of gallons sold increased by 44,670 (6.3%) while the average retail price per gallon increased 8.4%. During this same period, retail sales of grocery and general merchandise increased by $23,207 (3.7%) due to the addition of 39 new Company stores and a greater number of stores in operation for at least three years.

 

Cost of goods sold as a percentage of net sales was 81.5% for the first nine months of fiscal 2004 compared to 80.4% for the comparable period in the prior year. This result occurred because the gross profit margins on retail gasoline sales decreased (to 7.1%) during the first nine months of fiscal 2004 from the comparable period in the prior year (8.3%) due to the gross profit margin per gallon decreasing (to $.1029) from the comparable period in the prior year ($.1115). The gross profits on retail sales of grocery and general merchandise increased (to 37.9%) from the comparable period in the prior year (37.3%), primarily due to the increase in the prepared foods margin (to 61.3%) from the comparable period in the prior year (59.8%).

 

Operating expenses as a percentage of net sales were 13.1% for the first nine months of fiscal 2004 compared to 13.6% for the comparable period in the prior year. The decrease in operating expenses as a percentage of net sales was caused primarily by a increase in the average retail price per gallon of gasoline sold. Operating expenses increased 5.5% in the first nine months of 2004 from the comparable period in the prior year, primarily due to higher insurance costs, increased bank fees resulting from customers’ greater use of credit cards, and the larger number of corporate stores.

 

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Income tax expense decreased $4,411 (21.7%). The decrease is primarily due to a favorable adjustment of approximately $400 due to the year to date effective rate change and one time tax benefits of approximately $2,500.

 

Net income increased by $1,187 (3.5%). The slight increase in net income was attributable primarily to the increase in the gross profit margins on retail sales of grocery and general merchandise and the decrease in income tax expense. However, most of this increase was offset by the decrease in the gross profit margins on retail gasoline sales.

 

Critical Accounting Policies

 

Critical accounting policies are those accounting policies that management believes are important to the portrayal of the Company’s financial condition and results of operations and require management’s most difficult, subjective judgments, often because of the need to estimate the effects of inherently uncertain factors.

 

Inventory. Inventories are stated at the lower of cost or market. Gasoline inventories are valued using the first-in, first-out (FIFO) method